Securities code: 002371 securities abbreviation: Naura Technology Group Co.Ltd(002371) Announcement No.: 2022-004 Naura Technology Group Co.Ltd(002371)
Announcement on the completion of repurchase and cancellation of some restricted shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Naura Technology Group Co.Ltd(002371) (hereinafter referred to as “the company”) cancelled 30000 restricted shares in this repurchase, accounting for 0.006% of the company’s total share capital of 525728921 shares before the repurchase; The repurchase price is 34.428 yuan / share.
2. China Audit Asia Pacific Certified Public Accountants issued the capital verification report on Naura Technology Group Co.Ltd(002371) capital reduction (China Audit Asia Pacific Yan Zi (2021) 011144-2). As of December 22, 2021, due to the repurchase and cancellation of restricted shares, the company’s share capital has been reduced by 30000 shares, and the total share capital will be changed from 525728921 shares to 525698921 shares. From the completion of the above capital verification to the completion of the repurchase and cancellation of restricted shares, the total share capital of the company increased by 56508 shares due to the exercise of equity incentive plan, and the total share capital was changed to 525755429 shares.
3. On January 25, 2022, the above restricted shares have gone through the procedures of repurchase and cancellation in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
1、 Decision making procedures and approval of equity incentive plan
1. On November 12, 2019, the 26th meeting of the sixth board of directors of the company deliberated and approved the proposal on and its summary, and the proposal on < Naura Technology Group Co.Ltd(002371) 2019 stock option and restricted stock incentive plan implementation and assessment management measures, See details disclosed on cninfo.com.cn on November 13, 2019 Announcement on resolutions of the 26th meeting of the 6th board of directors and relevant disclosure documents.
2. On December 23, 2019, the company received the reply on Naura Technology Group Co.Ltd(002371) implementing the second phase of equity incentive plan (JGZ [2019] No. 154) from the state owned assets supervision and Administration Commission of Beijing Municipal People’s Government forwarded by the actual controller Beijing Electronic Holding Co., Ltd, The state owned assets supervision and Administration Commission of Beijing Municipal People’s government agrees in principle that the company will implement the 2019 equity incentive plan. See details disclosed on cninfo.com.cn on December 24, 2019 Announcement on the approval of the 2019 stock option and restricted stock incentive plan by the state owned assets supervision and Administration Commission of Beijing Municipal People’s government.
3. On January 10, 2020, the company announced the publicity of the list of incentive objects of 2019 stock option and restricted stock incentive plan issued by the board of supervisors. During the publicity period from December 27, 2019 to January 6, 2020, the board of supervisors did not receive any objection to the proposed incentive objects. For details, please refer to www.cn.info.com.cn The Naura Technology Group Co.Ltd(002371) board of supervisors’ comments on the review and publicity of the list of incentive objects of the company’s 2019 stock option and restricted stock incentive plan.
4. On January 13, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on and its summary, the proposal on < Naura Technology Group Co.Ltd(002371) 2019 stock option and restricted stock incentive plan implementation assessment management measures "and other relevant proposals, Details are disclosed on cninfo.com.cn on January 14, 2020 Announcement on the resolution of the first extraordinary general meeting of shareholders in Naura Technology Group Co.Ltd(002371) 2020.
5. On February 21, 2020, the company held the second meeting of the seventh board of directors and the second meeting of the seventh board of supervisors, deliberated and adopted the proposal on granting stock options and restricted shares to the incentive objects of the 2019 equity incentive plan. The independent directors of the company expressed independent opinions on the above matters and considered that the subject qualification of the incentive objects was legal and effective, The conditions for granting stock options and restricted shares have been met, and the determined grant date complies with relevant regulations. The board of supervisors verified the list of incentive objects, grant conditions and grant date, and expressed its consent. The law firm has issued corresponding legal opinions and believes that this grant has obtained the necessary approval and authorization, complies with the relevant provisions of laws and regulations, the conditions for grant have been met, and there is no case of non grant. The independent financial adviser issued relevant verification opinions and believed that the equity incentive plan had obtained the necessary approval and authorization, the grant conditions had been achieved, and the grant date, incentive objects and grant quantity were in line with the provisions of laws, regulations and normative documents. Details are disclosed on cninfo.com.cn on February 22, 2020 Announcement on resolutions of the second meeting of the seventh board of directors and relevant disclosure documents.
The announcement on the completion of the registration of restricted stock grant of stock option and restricted stock incentive plan in 2019 was confirmed by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and the company completed the registration of stock option grant on March 12, 2020. From the grant date of the incentive plan to the registration date, due to the resignation of two incentive objects, the number of stock options granted by the company was adjusted from 4.5 million to 4.485 million, and the number of granted objects was adjusted from 356 to 354. Option abbreviation: North jlc2, option Code: 037855, exercise price: 69.20 yuan / share. The company has completed the share registration of restricted shares. From the grant date of the incentive plan to the registration date, due to the resignation of one incentive object, the number of restricted shares granted has been adjusted from 4.5 million shares to 4.47 million shares, the number of restricted shares granted has been adjusted from 88 to 87, and the listing date of restricted shares is March 19, 2020. Details are disclosed on cninfo.com.cn on March 13, 2020 The above announcement.
7. On April 24, 2020, the company held the fourth meeting of the seventh board of directors and the third meeting of the seventh board of supervisors, deliberated and adopted the proposal on canceling some stock options of 2019 stock option and restricted stock incentive plan.
46000 stock options were cancelled, the number of stock options was adjusted from 4485000 to 4439000, and the number of incentive objects of stock options was adjusted from 354 to 350. The independent directors of the company issued independent opinions on the above matters, the board of supervisors of the company issued verification opinions on the cancellation of some stock options, and the law firm issued legal opinions. Details are disclosed on cninfo.com.cn on April 25, 2020 The announcement on the resolution of the fourth meeting of the seventh board of directors, the announcement on the resolution of the third meeting of the seventh board of supervisors and other relevant disclosure documents.
8. On July 23, 2020, the company held the sixth meeting of the seventh board of directors and the fourth meeting of the seventh board of supervisors, deliberated and adopted the proposal on adjusting the exercise price of the company’s equity incentive plan. In accordance with the measures for the administration of equity incentive of listed companies, the company’s 2019 stock option and restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of 2019 stock option and restricted stock incentive plan, and authorized by the company’s first extraordinary general meeting in 2020, it is agreed that the company will distribute stock dividends and other reasons, Adjust the exercise price and quantity of stock option incentive plan. After adjustment, the exercise price of stock options involved in the 2019 stock option and restricted stock incentive plan (Draft) of the company is adjusted from 69.20 yuan / share to 69.14 yuan / share. The independent directors of the company expressed independent opinions on the above matters, and the law firm issued legal opinions. Details are disclosed on cninfo.com.cn on July 24, 2020 The announcement of the resolution of the sixth meeting of the seventh board of directors and other relevant disclosure documents.
9. On April 21, 2021, the company held the 9th meeting of the 7th board of directors and the 7th Meeting of the 7th board of supervisors, deliberated and approved the proposal on adjusting the repurchase price of restricted shares involved in the 2019 stock option and restricted stock incentive plan and the proposal on repurchase and cancellation of some restricted shares in the 2019 stock option and restricted stock incentive plan, Due to the dividend distribution in 2019, the repurchase price of restricted shares granted by the company’s stock option and restricted stock incentive plan in 2019 was adjusted from 34.60 yuan / share to 34.537 yuan / share. At the same time, due to the resignation of one incentive object involved in the company’s stock option and restricted stock incentive plan in 2019, he has not met the conditions of incentive objects. The company will repurchase and cancel 25000 restricted shares held by him, which have been granted but have not been lifted. The repurchase price is 34.537 yuan / share, and the repurchase fund is the company’s own fund. The independent directors of the company issued independent opinions on the above matters, the board of supervisors of the company issued verification opinions, and the law firm issued legal opinions. Details are disclosed on cninfo.com.cn on April 22, 2021 Relevant disclosure documents such as Naura Technology Group Co.Ltd(002371) announcement on adjusting the repurchase price of restricted shares involved in the 2019 stock option and restricted stock incentive plan and Naura Technology Group Co.Ltd(002371) announcement on repurchase and cancellation of some restricted shares.
10. On May 10, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in 2019 stock option and restricted stock incentive plan. Details are disclosed on cninfo.com.cn on May 11, 2021 Announcement on the resolution of the first extraordinary general meeting of shareholders in 2021 and other relevant disclosure documents.
11. On October 28, 2021, the company held the 14th meeting of the 7th board of directors and the 11th meeting of the 7th board of supervisors, The proposal on adjusting the repurchase price of restricted stocks involved in the 2019 stock option and restricted stock incentive plan and the proposal on repurchasing and canceling some restricted stocks in the 2019 stock option and restricted stock incentive plan were deliberated and passed. Due to the dividend distribution in 2020, The repurchase price of restricted shares granted by the company’s stock option and restricted stock incentive plan in 2019 was adjusted from 34.537 yuan / share to 34.428 yuan / share. At the same time, due to the resignation of one incentive object involved in the company’s stock option and restricted stock incentive plan in 2019, he has not met the conditions of incentive objects. The company will repurchase and cancel 30000 restricted shares held by him, which have been granted but have not been lifted. The repurchase price is 34.428 yuan / share, and the repurchase funds are the company’s own funds. The independent directors of the company issued independent opinions on the above matters, the board of supervisors of the company issued verification opinions, and the law firm issued legal opinions. See details disclosed on cninfo.com.cn on October 29, 2021 Relevant disclosure documents such as Naura Technology Group Co.Ltd(002371) announcement on adjusting the repurchase price of restricted shares involved in the 2019 stock option and restricted stock incentive plan and Naura Technology Group Co.Ltd(002371) announcement on repurchase and cancellation of some restricted shares.
12. On November 15, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in 2019 stock option and restricted stock incentive plan. See details disclosed on cninfo.com.cn on November 16, 2021 Announcement on the resolution of the second extraordinary general meeting of shareholders in 2021 and other relevant disclosure documents.
2、 Reason, quantity, price, source of funds and total amount of funds for repurchase cancellation
(I) reasons for cancellation of this repurchase
Due to the resignation of one incentive object involved in the company’s 2019 stock option and restricted stock incentive plan, according to the 2019 stock option and restricted stock incentive plan, it has not met the conditions of the incentive object, and the company will repurchase and cancel the 30000 restricted shares it holds and has been granted but not lifted. (II) quantity, price, source of funds and total amount of funds cancelled in this repurchase
1. Repurchase cancellation quantity
The company repurchases and cancels 30000 restricted shares held by one incentive object that have been granted but have not been lifted, accounting for 0.67% of the total number of restricted shares granted by the stock option and restricted stock incentive plan in 2019 and 0.006% of the total share capital of the company before repurchase.
2. Repurchase price and pricing basis
According to the provisions of Chapter VII “handling of changes in the company and incentive objects” of the company’s 2019 stock option and restricted stock incentive plan, incentive objects leave the company due to resignation and layoffs. Stock options granted to incentive objects but not exercised shall not be exercised and shall be cancelled by the company; The restricted shares granted to the incentive object but not yet lifted shall not be lifted
